Dye & Durham Limited (TSX:DND)
Canada flag Canada · Delayed Price · Currency is CAD
3.480
-0.020 (-0.57%)
May 1, 2026, 11:56 AM EST
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AGM 2022

Dec 19, 2022

Operator

Good morning, ladies and gentlemen, and welcome to the Dye & Durham Limited Annual General Meeting conference call. All lines have been placed on mute to prevent any background noise. If you require immediate assistance during the call, please press star zero for the operator at any time. This call is being recorded today, Monday, December the 19th, 2022. I would now like to turn the meeting over to Brian Derksen, Chairman of the Board. Please go ahead, sir.

Brian Derksen
Chairman of the Board, Dye & Durham Ltd

Good morning, ladies and gentlemen, and welcome to the 2022 Annual General Meeting of the Shareholders of Dye & Durham Limited. My name is Brian Derksen. I'm the Chair of the Board, and I'm joined by Matthew Proud, the Company's Chief Executive Officer. I'm pleased to be here today to preside over this meeting. On behalf of the Board, I would like to thank the shareholders present at the meeting, as well as those who submitted their proxies in advance. To ensure we have a complete record of those present, I would ask anyone who has not yet given his or her name to the scrutineer please to do so now. I would also like to remind all those present that this is a meeting of the shareholders of Dye & Durham Limited.

Although other persons can be present, only the shareholders or their proxies are entitled to participate in the meeting. Please note that for those shareholders who are unable to attend the meeting, the Company has made an audio-only telephone conference available for shareholders to listen to the meeting, although no voting will occur on the audio conference. Please also note that there may be slight delays throughout the meeting when different speakers begin or when we respond to various questions. Before we begin the formal proceedings, I'd like to introduce the current members of our Board. In addition to Matt Proud and myself, present or in person online for today's meeting are Mario Di Pietro, David MacDonald, Brad Wall, Ted Prittie, and Ronnie Wahi. Also present is Leslie O'Donoghue, who is currently a nominee to the Board.

Also present are certain members of the management team, including Matt Proud, our Chief Executive Officer; Frank Di Liso, our Chief Financial Officer; Charlie MacCready, our Executive Vice President and Chief Legal Officer; and Wojtek Dabrowski, our Chief Communications Officer. At this time, I'd like to take a minute to formally recognize Brad Wall, who has decided not to stand for re-election at this year's Annual Meeting. Brad joined the Board in conjunction with our IPO in July 2020, and he's been an important part of the Dye & Durham Board throughout the period of tremendous growth since our IPO in July of 2020. Brad has brought his considerable leadership talents, his governance experience, and his government relations capabilities to the Board. His contributions have been invaluable.

I personally enjoyed the opportunity to work with and get to know Brad, and so on behalf of the Company's shareholders and its Board, I would like to thank him for his service. We will now proceed to the formal items on the agenda. Once the formal business of the meeting is concluded, Matt Proud will make a few comments. I now call the meeting to order. With the consent of the meeting, I will act as the Chair of the Meeting. I will ask Chris Murphy Ives to act as the Secretary and Patty Sigiannis from Computershare to act as the scrutineer. To make best use of our time, certain shareholders have been asked to move and second motions related to the business conducted at the meeting. Shareholders who are present who wish to make comments relating to these motions may do so after the motion is seconded.

The Secretary has advised me that the notice calling the meeting, together with the notice of availability of proxy materials and the related form of the proxy, have been mailed to each intermediary and registered shareholder of record for the meeting. The Secretary has also confirmed that a quorum of the shareholders is meeting. I, therefore, confirm that the meeting is properly constituted. I ask that the scrutineer's report on the attendance and affidavit of mailing be annexed to the minutes of the meeting. Each share represented at this meeting is entitled to one vote. Unless a ballot is called for, voting will be conducted by a show of hands for those who are present at the meeting. The first item of business for this meeting is the presentation of the financial statements for the year ended June 30, 2022.

A copy of the financial statements was previously made available to all shareholders, and additional copies are available upon request. I would ask that the Secretary attach the fiscal 2022 financial statements and related auditor's report as scheduled to the minutes of the meeting. Shareholders do not have to take any action with respect to the financial statements. We will now proceed to the election of the directors. Dye & Durham currently has seven directors whose terms expire at the end of today's meeting. The number of directors to be elected at this meeting is also seven. The management information sets out the particulars of the nominees. The proposed nominees for the Company are myself, Brian Derksen, Matthew Proud, Mario Di Pietro, David MacDonald, Ted Prittie, Ronnie Wahi, and Leslie O'Donoghue.

If elected, these nominees will hold office until the next Annual Meeting of the shareholders or until their successors are elected or appointed. May I have a motion for the nomination of the directors of the Company?

Speaker 4

Yes. I move to nominate each of the seven nominees listed in the management information circular as directors of Dye & Durham.

Brian Derksen
Chairman of the Board, Dye & Durham Ltd

Is there a second to the motion?

Speaker 4

Mr. Chairman, I second the motion.

Brian Derksen
Chairman of the Board, Dye & Durham Ltd

As there are no further nominations, I declare nominations closed. May I now have a motion for the election of the persons who have been nominated?

Speaker 4

Mr. Chairman, I move that each of the persons nominated be hereby elected as directors to hold office until the next Annual Meeting of shareholders or until they resign and/or their successors are elected or appointed.

Brian Derksen
Chairman of the Board, Dye & Durham Ltd

Is there a second to the motion?

Speaker 4

Mr. Chairman, I second the motion.

Brian Derksen
Chairman of the Board, Dye & Durham Ltd

Thank you. We will now vote on the motion. All in favor, please raise your hand. If any oppose, please raise your hand. Thank you. I declare the resolution carried. The next item of business is the appointment of the auditors for the fiscal year ending June 30, 2023, and the authorization of the directors to fix their remuneration. The directors, on the recommendation of the Audit Committee, propose that Ernst & Young LLP be reappointed as the auditor of the Company until the next Annual Meeting or until a successor is duly appointed, and that directors be authorized to fix their remuneration. May I have a motion on this matter, please?

Speaker 4

I so move that Ernst & Young LLP be appointed as auditors of the Company until the next Annual Meeting of shareholders or until their successor is duly appointed, and that the directors be authorized to fix their remuneration.

Brian Derksen
Chairman of the Board, Dye & Durham Ltd

Is there a second to the motion?

Speaker 4

Mr. Chairman, I second the motion.

Brian Derksen
Chairman of the Board, Dye & Durham Ltd

Thank you. We will now vote on the motion. All in favor, please raise your hand. If any oppose, please raise your hand. Thank you. I declare the resolution carried. Ladies and gentlemen, this concludes the voting on the proposals. The scrutineer will now provide us with a preliminary voting report. The scrutineer has informed us that the preliminary voting report shows that each of the proposals presented for approval today has been duly passed. We will be reporting on the final voting results in a press release and a SEDAR filing following this meeting. Ladies and gentlemen, this concludes the formal part of our meeting. If there's no further business, the meeting is hereby terminated. On behalf of the management and the Board, I would like to thank you for attending today.

Now that the formal part of the meeting has been concluded, I would like to invite Matt Proud to make a few comments.

Matthew Proud
CEO, Dye & Durham Ltd

Good morning, and thank you for attending this morning. We've built a diversified business across three geographies and across multiple product lines. It's a business we've scaled dramatically since the IPO just 30 months ago. In June 2020, we reported total revenue of more than CAD 65 million and adjusted EBITDA of just over CAD 36 million. Two years later, we've grown to more than CAD 474 million in revenue and CAD 267 million adjusted EBITDA as we ended last fiscal year. This represents growth of 127% in revenue and 129% in adjusted EBITDA compared to fiscal 2021, all while maintaining healthy and consistent EBITDA margins above 50%. We're building a global leader in the B2B software and services space that supports legal and business professionals. We continue to execute our strategy of disciplined capital allocation to build a business of scale through acquisitions, investments, and investments in our existing platform.

These acquisitions and investments drive enhancements and new capabilities of the platform that improve efficiency and productivity for our customers. It is a highly resilient business, and it is also a highly reliable business that generates digital infrastructure-like cash flow and annuity-like revenue. With our relatively fixed cost base, this allows us to drive the higher EBITDA margins that we do. From a company perspective, it has been an incredible two years. We have created one of the world's largest providers of cloud-based legal practice management software that makes managing a law firm, from organizing cases to collaborating with clients, easy. We also provide critical information services and workflow, which our customers use to manage their non-discretionary information, regulatory, and due diligence requirements. This fits very well with the practice management software we sell, as this critical information service is used in most legal transactions. Our customer base is extremely sticky.

Customer churn is a low single digit at 3.9% for the most recent period. This speaks to the value our platform delivers to customers as their workflow solution and an essential part of their day-to-day activities. During fiscal 2022, we focused on growing subscription-based pricing, which has seen strong traction among our customer base. Year- over -year, we grew our subscription revenue by 114% compared to the corresponding period in the previous year. We also focused on integration. In fiscal 2021, we completed a lot of acquisitions, and so a lot of the focus was internal in fiscal 2022. Discipline cost management is a core capability of ours.

As part of our efficiency initiative, we've transitioned from a regional-based management structure to a functional-based structure, which resulted in, or which has resulted in, nearly CAD 18 million of costs being removed from the business since the start of the fiscal year on an annualized basis. Finally, this morning, we also announced that our CAD 150 million substantial issuer bid is fully subscribed at a price of CAD 14.50, which is great news for those shareholders who continue to hold. With the SIB, we will be purchasing and retiring more than 10.3 million shares, which increases the total to 12.6 million retired shares when you include our recent normal course issuer bid. Given the capital market dynamics, the consistency of our business that we face, particularly as it relates to real estate headwinds, is strong.

The strength of our balance sheet and the performance of the business means that we're in a good place to use this capital at this point in time towards things like the SIB, especially given the significant discount we trade in the market given the scale of the business we've built. At the time of IPO in June 2020, again, we generated CAD 37 million adjusted EBITDA with just over two times leverage. Today, our adjusted EBITDA is more than seven times larger than that, and we maintain a leverage ratio in the two- to three-times range. It's a strong business with a strong balance sheet. We've demonstrated through multiple market cycles that we're able to manage the business for consistent and sustainable performance, and we continue to execute on our strategy of scaling through acquisitions.

We've rapidly built a business that generates strong top-line growth within an industry that provides stable cash flow and a very healthy margin profile. We're building a business that has a very strong performance. Despite challenging markets, you're seeing that performance continues. We produce a lot of cash and generate a lot of EBITDA. We look forward to updating you on our progress as we move forward. Thank you for your time today.

Brian Derksen
Chairman of the Board, Dye & Durham Ltd

Thank you, Matt. That concludes the remarks from management, and it also concludes the 2022 Annual General Meeting. I would like to thank everyone for attending this meeting and for your support of the Company. Thank you very much.

Operator

Ladies and gentlemen, this does conclude your conference call for this morning. We would like to thank you all for participating and ask you to kindly disconnect your lines.

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